1. Definitions
For the purposes of these Terms and Conditions:
Image means a digital file, photograph, transparency or negative which may be offered for the purpose of Reproductions, but for the avoidance of doubt does not include any actual work of art that may be depicted in any of the above.
License means the license granted to You for the use and Reproduction of the Image.
Reproduction means the reproduction of any Image in any form, including the publication or copying of the Image in whole or in part whether altered or not, and derived from the Image whether by printing, photography, slide projection, xerography, artists reference, artists illustration, layout or presentation, electronic or mechanical Reproduction or storage by any other means.
Website means the website at www.wspa.org.uk
WSPA means The World Society for the Protection of Animals, a company limited by guarantee incorporated in England whose offices are at 89 Albert Embankment, London SE1 7TP United Kingdom.
You means the person or entity in receipt of this agreement.
2. Terms and Conditions
You accept and agree to these Terms and Conditions as soon as you download any Image from the Website or receive an Image from WSPA through any other means or medium. These Terms and Conditions constitute a binding legal agreement ("Agreement") between you and WSPA. If you are entering into this Agreement on your employer's or organisation's behalf then this Agreement applies both to you and your employer/organisation. If you do not wish to be bound by these Terms and Conditions do not use the WSPA Images Online website, download or use any Images.
3. Use of Images
All Images obtained from WSPA Images Online are licensed on a non-transferable, one-time, non-exclusive basis, and are strictly limited to the use, medium, time period, print run, placement, size of Image, territory, and any other restrictions indicated on the WSPA Images Online website for the relevant Image, and are licensed for use within a maximum of one year from the date of download, or thirty (30) days for internal evaluations ("comps"). The fact that an Image may be made available for download without requiring the payment of a royalty fee does not mean that the use of that Image is license free, and the License terms in this Agreement and any listed restrictions in respect of an Image must be strictly adhered to at all times.
4. Listed Restrictions
Images may contain listed restrictions, including without limitation restrictions as to time, manner and territory of use, and pre-approval by a depicted person or their representative. Your ability to access an Image does not in itself entitle you to use that Image. Use of any Image contrary to a listed restriction is prohibited. If you do not understand or are unsure as to any restriction, you must contact WSPA prior to download or use of any Image.
5. License granted by WSPA
Unless otherwise agreed by WSPA in writing, your reproduction of Images is
limited to (i) internal evaluation or comps, or (ii) the specific use approved
by WSPA at the time of download, which together with these terms shall
constitute the full license granted. Additional restrictions indicated on the
WSPA Images Online website or in the invoice may contain limitations on your
use, medium, time period, print run, placement, size of Image, territory, and
any other restrictions. Any license granted by WSPA is conditional on you
meeting all conditions and restrictions imposed by WSPA on the use of each
Image downloaded. Your failure to comply fully with such conditions and
restrictions shall terminate any license granted to you and entitles WSPA to
pursue all remedies available under copyright laws. You may not otherwise make,
use or distribute copies of any Images for any purpose except as authorised.
WSPA reserves all rights to the Images to the fullest extent permitted by law,
and you do not acquire any copyright, ownership or equivalent rights in or to
any Image as a result of any license WSPA grants to you.
The limited license granted to you and/or your organisation pursuant to these
Terms and Conditions is personal and non-transferable. Any work you produce
incorporating the Image must be for your own use or for the use of your direct
employer/organisation. You may not sell, rent, loan, give, sublicense or
otherwise transfer to anyone the Image or any right to reproduce the Image.
6. Use of Digital Images
In the event that an Image that is downloaded by you is to be used as a digital
image (a "Digital Image") the following additional conditions shall apply.
Every Digital Image created by you must be labeled with our Image reference
number and our copyright credit information as an integral part of the Digital
Image file, and must be stored on a computer system under your sole possession
and control. Digital Images must not be greater in size than 640x480 pixels,
72ppi. Digital Images should be in a format designed to prevent alteration or
manipulation during normal use.
7. Storage of Images
You may place Images on your internal computer hard drive/network for a limited
time, provided you limit access to the Images to those having a bona-fide need
to facilitate production or creation of any licensed use, but you shall not
otherwise distribute or permit access to any Images. Following your licensed
use, you agree to cease use of all Images and delete/destroy any digital copies
within fifteen (15) days. You agree not to store or maintain any archive of any
Images downloaded from WSPA Images Online in any format or medium. This section
shall survive termination of the Agreement.
8. No Alterations
When using editorial and news type Images you may not make or permit any
modifications to or alterations of the Images (except for standard colour
correction or minor cropping for space limitations) or to the caption
information unless specifically agreed in writing by WSPA.
9. Model Releases and Clearance
The rights WSPA grants to you to use an Image does not include a license to any
persons, places, property, or subject matter depicted in an Image, which may be
subject to copyrights, trademarks, rights of publicity, moral rights, property
rights or other rights belonging to third persons. You should assume that no
model or property releases, or other releases or licenses exist in connection
with any of the Images, unless specifically stated in a separate writing by
WSPA.
WSPA makes no representations or warranties that it owns or licenses any rights
nor does WSPA grant you any rights including copyright, trademarks, or rights
of publicity belonging to any person, place, property, or subject matter
depicted in any Image. In addition WSPA makes no representation or warranty as
to the accuracy of any information provided with any Image. You are solely
responsible for determining whether your use of any Image requires the consent
of any third party or the license of any additional rights, and you should not
rely solely on the information provided by WSPA.
An Image designated as "model released" means that the person depicted in the
Image has signed a release permitting reproduction of the Image depicting such
person, subject to the restrictions contained in this Agreement, including
without limitation sensitive subject uses. If WSPA erroneously advises you that
an Image is model-released when it is not, WSPA's liability shall be limited to
the amount of £100.
If an Image depicts a person and is used in a manner that implies the use or
endorsement of a product or service by that model, you must indicate that the
person depicted is a model and used only for illustrative purposes. Any license
granted by WSPA is conditional on you obtaining all necessary third-party
rights, releases and permissions. You agree to provide WSPA with proof of such
releases and permissions upon request.
10. Unauthorized Use
Without limitation, Images may not be utilized as a trademark or service mark,
or for any pornographic, obscene, defamatory or unlawful purpose, or to violate
any person's right of privacy or publicity, or to infringe upon any copyright,
trade name, trademark, or service mark of any person or entity. Unauthorized
use of Images constitutes copyright infringement and shall entitle WSPA to
exercise all rights and remedies under applicable copyright law, including an
injunction preventing further use and monetary damages against all users and
beneficiaries of the use of such Images.
11. Compatible Use of Images
WSPA makes the Images available to selected users with the intention that the
use of the Images will help to promote awareness of the objectives and work of
WSPA and its affiliated organization around the World. Any use of the Images
must be in a way that is consistent and harmonious with WSPA's objects and
Images must not be used in such a manner or context as to depict WSPA, its
affiliated organisations or work in a negative or unfavourable light or to
subject any persons to ridicule or disparagement. Any license granted by WSPA
shall not constitute a representation that an Image is compatible for use with
any other material. You are solely responsible for the use of any Image in
combination with any other material, and you agree not to use an Image in a way
that may infringe this clause 11 without first obtaining WSPA's written
agreement to the proposed use.
12. Copies
WSPA shall exclusively retain all publication rights arising from your use of
our Images.
13. Publication Rights
At WSPA's request you will provide WSPA free of charge with copies of any
printed products or publications you create using the Images, or if Digital
Images are used then the URL and any required passwords or the screen captures
for our records.
14. Indemnification
You agree to indemnify and hold WSPA harmless against all claims (including
without limitation claims by third parties), liability, damages, costs and
expenses, including reasonable legal fees and expenses, arising out of or
related to (i) a breach by you of this Agreement and any Image restrictions,
(ii) the use by you of any Image either alone or in combination with any other
material, (iii), your failure to abide by any restriction regarding the use of
an Image.
15. Credit and Copyright Notice
Whenever an Image is used you shall include a copyright notice and photo credit
adjacent to each Image in the format: "© Credit given in credit line of each image". Receiving
credit is an important aspect of the Agreement for WSPA, and if you fail to
give credit for an Images you will be liable to a license fee of £100 for the
use of the Image.
16. WSPA Trademark
Except for credits as required above you may not use any trade mark or name of
WSPA or the World Society for the Protection of Animals without WSPA's prior
written consent.
17. Jurisdiction
Any dispute regarding this Agreement shall be governed by the laws of the
United Kingdom and the parties agree to accept the exclusive jurisdiction of
the United Kingdom courts.
18. Limited Warranty
WSPA warrants that it has sufficient rights to grant you the limited license
under this Agreement subject to the restrictions and limitations set out in
these Terms and Conditions. While WSPA makes efforts to use accurate caption
information WSPA does not warrant that such information is accurate. WSPA
provides access to the website on an 'as is' basis and makes no other warranty
or representation regarding any Images, or any rights or licenses under this
Agreement.
19. Limitation of Liability
Except for any liability which cannot by law be excluded or limited, WSPA shall
not be liable to you or any third party claiming through you for any direct,
indirect, incidental or consequential loss or damages arising out of or
relating to the use or inability to use any of the Images whether as a breach
of warranty, title, non-infringement fitness of purpose, in tort, contract or
otherwise. In no event shall WSPA's liability for use of any Image exceed £100.
20. Miscellaneous
You acknowledge that you have read this Agreement and understand it, and agree
to be bound by all its terms and conditions. This Agreement and any listed
restrictions constitute the entire agreement between the parties with respect
to the subject matter hereof and merge all prior and contemporaneous
communications. This Agreement shall not be modified except by a written
agreement signed by duly a authorised representative of WSPA, and no purchase
order or similar document issued by you shall modify this Agreement. If any
provision of this Agreement is found invalid or unenforceable, the remainder of
this Agreement shall remain valid and enforceable according to its terms. The
parties intend that the provisions of this Agreement be enforced to the fullest
extent permitted by applicable law. Accordingly, the parties agree that if any
provisions are deemed not enforceable, they shall be deemed modified to the
extent necessary to make them enforceable and in such manner as comes closest
to the intentions of the parties to this Agreement as is possible. This
Agreement will survive for the benefit of and be binding upon the parties,
their successors and assigns, except that you may not assign or transfer this
Agreement without WSPA's prior written consent. Any license granted under this
Agreement will terminate immediately if you (a) die, (b) enter into voluntary
or compulsory liquidation; (c) have a receiver appointed; or (d) fail to
perform any of your obligations under this Agreement within 14 days of WSPA
giving you notice to comply. In the event of termination, all rights granted
will immediately revert to WSPA and any further exploitation of any Image shall
constitute an infringement of copyright.